Topping the first cinematic assembling of The Avengers is a tall order. The first installment (and culmination of Marvel Studios’ Phase One) had just about everything you could want in a superhero movie and built on the elaborate foundation and expectations put in place by the first half dozen or so Marvel Studios projects.

Three years later, the Avengers assemble again with even higher expectations and a couple more movies and a TV show laying the foundation for it.

The result in The Avengers: Age of Ultron, a movie that comes close to the dizzying heights of the first but doesn’t quite achieve the same feeling of geek nirvana the first one did. Well, at least not upon first viewing. I have a feeling this is one that will be viewed and dissected by many (including yours truly) multiple times when it hits home-theater later this year.

If the original was about bringing the group together, Age of Ultron is about tearing down the group. The second installment is heavier on plot and introduced several new characters to the Marvel Studios universe. The biggest plus of Age of Ultron is that Joss Whedon is able to find time for each character to get a moment or two to shine — even some of the more secondary characters who you have felt got the short end of the stick in the last film. The biggest beneficiary is Hawkeye, who we find out more about his character and has more shining moments in this film than his last two Marvel Studios appearances combined.

It’s hard to discuss the film too much without SPOILERs. So, if you haven’t seen it yet, I recommend you stop reading now and come back when you have….

Age of Ultron sees our assembled group of heroes picking up the pieces from last year’s fall of SHIELD in Captain America: The Winter Soldier. After retrieving Loki’s scepter and it’s power crystal (which was set free when SHIELD fell), Tony Stark discovers a code within it that could create an new form of AI. With Banner’s help and by mingling the code of his AI Jarvis, Stark unwittingly creates Ultron. Tony’s motivation is a desire to keep the world safe from invading aliens by having a ring of AI equipped suits ready to defend our planet from the next impending invasion.

The bad news is Ultron is taking the idea of defending life on Earth a little too far and is willing to wipe life as we know it to achieve peace and security. Ultron is helped by two new characters to the Marvel universe — Quicksilver (who can move really fast) and the Scarlet Witch (who get, among other things, get inside other’s minds and manipulate them). At Ultron’s request, the Scarlet Witch brings each of the Avengers face to face with their greatest fears in an attempting to break the team’s alliance down from the inside out.

It doesn’t help that there are already rumbles of discord among the team about what is and isn’t acceptable to do in order to achieve world peace and/or safety.

Age of Ultron is fast-paced, rarely giving us or the characters an opportunity to sit back and allow the implications of what is happened to really sink in. It makes for a movie that breezes by and doesn’t feel like it’s two and a half hours long. And while the last Avengers was a culmination of Phase One for Marvel, this second installment feels a bit more like a place setter for things to come in Phase Three and beyond. There are a lot of seeds sewn for next year’s Captain America: Civil War and the Infinity Gauntlet two-part Avengers saga coming a few summers from now.

And yet, as I said before the movie still finds time to expand the characters a bit. Watching the film, it’s easy to see Whedon’s love of Quicksilver and the Scarlet Witch translate onto the screen. And there are more than a few nice moments in the story that we didn’t see coming in the trailers and which I had stayed away from the heavy SPOILERS for.

What’s the most interesting is each member of the team’s fears and how we see those driving the characters. Tony is force to confront a vision of the world falling from the alien invaders of the last film while Banner’s visions cause him to lose control and go full on Hulk in the movie’s middle section.

Of course, there’s the obligatory cameo by Stan Lee and a whole lot of epic battles. Whedon even tries to top the moment in the last film where the camera circled the assembled heroes as they battled to save New York. For the most part, it succeeds, mainly by upping the ante and the action quotient.

Walking out of Age of Ultron, I was struck by a feeling that I wanted to watch it and all of the second phase of the Marvel movies again in short order. I’m sure I’ll get the chance when I buy my Blu-Ray copy later this year.